Common use of Restrictions on Holders Clause in Contracts

Restrictions on Holders. (i) Notwithstanding anything to the contrary contained herein, the Company shall be entitled to postpone for a reasonable period of time the filing of any Registration Statement under Sections 3 or 4 hereof if (A) any other Registration Statement for an offering of the Company's securities has been filed with the SEC prior to, or is anticipated to be filed within thirty (30) days from, the receipt of a Demand Registration Request, or (B) with respect to an offering of the Registrable Securities, an audit (other than the regular audit conducted by the Company at the end of its fiscal year) would be required to be conducted pursuant to the Securities Act or the rules and regulations promulgated thereunder, the form on which the Registration Statement is to be filed, or otherwise by the SEC, or by the managing underwriter, if any, unless the holders of Registrable Securities seeking inclusion in such offering agree to pay the cost of such audit, or (C) the Board or a committee thereof determines, in its reasonable judgment, that such registration would have a material adverse effect upon the Company or interfere with any financing, merger, acquisition, sale, corporate reorganization, or other material transaction involving the Company or any of its affiliates; provided, however, that the Company shall promptly give the Initiating Holders written notice of such determination containing a general statement of the reasons for such postponement and an approximation of such delay. (ii) With respect to an underwritten public offering of shares of Common Stock pursuant to an effective Registration Statement, each holder of Registrable Securities agrees, if requested by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of securities of the Company of the same class as the securities included in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the ten (10) day period prior to, and during the forty-five (45) day period beginning, on the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified thereof in writing by the Company or the managing underwriter or underwriters; provided, however, that all officers and directors of the Company and all other holders holding 2% or more of the Company's issued and outstanding capital stock enter into similar agreements. The provisions of this Section 5.3(a)(ii) shall not apply to any holder of Registrable Securities prevented by applicable statute or regulation from entering into such agreement; provided, however, that any such holder shall undertake in its request to participate in any such underwritten offering, not to effect a public sale or distribution of any applicable class of securities commencing on the date of sale of such applicable class of the securities unless it has provided not less than forty-five (45) days' prior written notice of such sale or distribution to the underwriter or underwriters.

Restrictions on Holders. (i) Notwithstanding anything Subject to the contrary contained hereinprovisions of this Section 4(b), following the effectiveness of a Registration Statement, the Company shall be entitled may direct the holders, in accordance with Section 4(b)(ii), to postpone for a reasonable period suspend sales of time securities pursuant to such Registration Statement and the filing use of any Registration Statement under Sections 3 Prospectus or 4 hereof if preliminary Prospectus contained therein for such times as the Company reasonably may determine are necessary and advisable (but in no event, (A) any other Registration Statement in the case of clause (1) below, for an offering of the Company's securities has been filed with the SEC prior to, or is anticipated to be filed within thirty (30) more than 60 consecutive days from, the receipt of a Demand Registration Request, or and (B) with respect to in the case of clauses (1), (2) and (3) below, for more than an offering aggregate of 120 days in any consecutive 12-month period commencing on the Registrable Securitiesdate hereof or more than 90 days in any consecutive 120-day period, an audit except, in the case of clause (other than the regular audit conducted B), as a result of a review of any post-effective amendment by the Company at the end of its fiscal year) would be required Commission prior to be conducted pursuant declaring any post-effective amendment to the Securities Act or the rules and regulations promulgated thereunder, the form on which the Registration Statement is effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be filed, or otherwise by the SEC, or by the managing underwriterdeclared effective), if any, unless any of the holders of Registrable Securities seeking inclusion in such offering agree to pay the cost of such audit, or following events shall occur: (C1) the Board or a committee thereof determines, in its reasonable judgment, representative of the underwriters of an underwritten offering of Common Stock has advised the Company that the sale of securities pursuant to such registration Registration Statement would have a material adverse effect upon on such underwritten offering; (2) the Company majority of the Company’s board of directors shall have determined in good faith that (a) the offer or sale of any securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, acquisitionconsolidation, salebusiness combination, disposition, tender offer, corporate reorganization, reorganization or other material significant transaction involving the Company, (b) upon the advice of counsel, the sale of securities pursuant to such Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable laws or (c) (i) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (ii) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (iii) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (3) the majority of the Company’s board of directors shall have determined in good faith that it is required by law, rule or regulation or Commission-published release or interpretation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement, including for the purpose of (a) including in the Registration Statement any prospectus required under Section 10(a)(3) of its affiliates; providedthe Securities Act, however(b) reflecting in the Prospectus any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, that individually or in the aggregate, represents a fundamental change in the information set forth therein, or (c) including in the Prospectus any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use commercially reasonable efforts to cause the Registration Statement to become effective or to promptly give amend or supplement the Initiating Holders written notice of Registration Statement on a post-effective basis or to take such determination containing a general statement action as is necessary to make resumed use of the reasons for such postponement and an approximation Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the holders to resume sales of such delaysecurities as soon as possible. (ii) With respect Each holder agrees that, upon receipt of the notice referred to an underwritten public offering of shares of Common Stock pursuant to an effective Registration Statementin Section 4(a)(iii)(C), each holder of Registrable Securities agrees, if requested by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of securities of notice from the Company of the same class as existence of any fact of the kind described in Section 4(a)(iii)(D) hereof or a notice from the Company of any of the events set forth in Section 4(b)(i) (in each case, a “Suspension Notice”), such holder will forthwith discontinue disposition of securities included in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act Registration Statement until (except as part A) such holder’s receipt of such underwritten registration)the copies of the supplemented or amended Prospectus contemplated by Section 4(a)(xii) hereof, during the ten or (10B) day period prior to, and during the forty-five (45) day period beginning, on the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified thereof it is advised in writing by the Company or that the managing underwriter or underwriters; provided, however, that all officers and directors use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. Each holder receiving a Suspension Notice hereby agrees that it will either (1) destroy any Prospectuses, other than permanent file copies, then in such holder’s possession that have been replaced by the Company and with more recently dated Prospectuses, or (2) deliver to the Company (at the Company’s expense) all copies, other holders holding 2% or more than permanent file copies then in such holder’s possession, of the Company's issued and outstanding capital stock enter into similar agreements. The provisions Prospectus covering such securities that was current at the time of this Section 5.3(a)(ii) shall not apply to any holder of Registrable Securities prevented by applicable statute or regulation from entering into such agreement; provided, however, that any such holder shall undertake in its request to participate in any such underwritten offering, not to effect a public sale or distribution of any applicable class of securities commencing on the date of sale receipt of such applicable class of the securities unless it has provided not less than forty-five (45) days' prior written notice of such sale or distribution to the underwriter or underwritersnotice.

Restrictions on Holders. (i) Notwithstanding anything Subject to the contrary contained hereinprovisions of this Section 3(b), following the effectiveness of a Shelf Registration Statement, the Company shall be entitled may direct the Holders, in accordance with Section 3(b)(ii), to postpone for a reasonable period suspend sales of time Registrable Securities pursuant to such Shelf Registration Statement and the filing use of any Registration Statement under Sections 3 Prospectus or 4 hereof if preliminary Prospectus contained therein for such times as the Company reasonably may determine are necessary and advisable (but in no event, (A) any other Registration Statement in the case of clause (1) below, for an offering of the Company's securities has been filed with the SEC prior to, or is anticipated to be filed within thirty (30) more than 60 consecutive days from, the receipt of a Demand Registration Request, or and (B) with respect in the case of clauses (1), (2) and (3) below, for more than an aggregate of 90 days in any consecutive 12-month period commencing on the date hereof or more than 60 days in any consecutive 90-day period, except, in the case of clause (B), as a result of a review of any post-effective amendment by the Commission prior to declaring any post-effective amendment to the Shelf Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (1) the representative of the underwriters of an underwritten offering of the Registrable Securities, an audit (other than the regular audit conducted by Common Stock has advised the Company at that the end of its fiscal year) would be required to be conducted pursuant to the Securities Act or the rules and regulations promulgated thereunder, the form on which the Registration Statement is to be filed, or otherwise by the SEC, or by the managing underwriter, if any, unless the holders sale of Registrable Securities seeking inclusion in pursuant to such offering agree to pay the cost of such audit, or (C) the Board or a committee thereof determines, in its reasonable judgment, that such registration Shelf Registration Statement would have a material adverse effect upon on such underwritten offering; (2) the Company majority of the Company’s board of directors shall have determined in good faith that (a) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, acquisitionconsolidation, salebusiness combination, disposition, tender offer, corporate reorganization, reorganization or other material significant transaction involving the Company, (b) upon the advice of counsel, the sale of Registrable Securities pursuant to such Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable laws or (c) (i) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (ii) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (iii) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (3) the majority of the Company’s board of directors shall have determined in good faith that it is required by law, rule or regulation or Commission-published release or interpretation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to incorporate information into the Shelf Registration Statement, including for the purpose of (a) including in the Shelf Registration Statement any prospectus required under Section 10(a)(3) of its affiliates; providedthe Securities Act, however(b) reflecting in the Prospectus any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, that individually or in the aggregate, represents a fundamental change in the information set forth therein, or (c) including in the Prospectus any material information with respect to the plan of distribution not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to become effective or to promptly give amend or supplement the Initiating Holders written notice of Shelf Registration Statement on a post-effective basis or to take such determination containing a general statement action as is necessary to make resumed use of the reasons for such postponement and an approximation Shelf Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of such delayRegistrable Securities as soon as possible. (ii) With respect Each Holder agrees that, upon receipt of the notice referred to an underwritten public offering of shares of Common Stock pursuant to an effective Registration Statementin Section 3(a)(iii)(C), each holder of Registrable Securities agrees, if requested by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of securities of notice from the Company of the same class as existence of any fact of the securities included kind described in Section 3(a)(iii)(D) hereof or a notice from the Company of any of the events set forth in Section 3(b)(i) (in each case, a “Suspension Notice”), such Registration Statement, including a sale Holder will forthwith discontinue disposition of Registrable Securities pursuant to Rule 144 under the Securities Act Shelf Registration Statement until (except as part A) such Holder’s receipt of such underwritten registration)the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(xii) hereof, during the ten or (10B) day period prior to, and during the forty-five (45) day period beginning, on the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified thereof it is advised in writing by the Company or that the managing underwriter or underwriters; provided, however, that all officers and directors use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. Each Holder receiving a Suspension Notice hereby agrees that it will either (1) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession that have been replaced by the Company and with more recently dated Prospectuses, or (2) deliver to the Company (at the Company’s expense) all copies, other holders holding 2% or more than permanent file copies then in such Holder’s possession, of the Company's issued and outstanding capital stock enter into similar agreements. The provisions of this Section 5.3(a)(ii) shall not apply to any holder of Prospectus covering such Registrable Securities prevented by applicable statute or regulation from entering into such agreement; provided, however, that any such holder shall undertake in its request to participate in any such underwritten offering, not to effect a public sale or distribution was current at the time of any applicable class of securities commencing on the date of sale receipt of such applicable class of the securities unless it has provided not less than forty-five (45) days' prior written notice of such sale or distribution to the underwriter or underwritersnotice.

Restrictions on Holders. (i) Notwithstanding anything Subject to the contrary contained hereinprovisions of this Section 4(b), following the effectiveness of a Registration Statement, the Company shall be entitled may direct the Holders, in accordance with Section 4(b)(ii), to postpone for a reasonable period suspend sales of time Registrable Securities pursuant to such Registration Statement and the filing use of any Registration Statement under Sections 3 Prospectus or 4 hereof if preliminary Prospectus contained therein for such times as the Company reasonably may determine are necessary and advisable (but in no event, (A) any other Registration Statement in the case of clause (1) below, for an offering of the Company's securities has been filed with the SEC prior to, or is anticipated to be filed within thirty (30) more than 60 consecutive days from, the receipt of a Demand Registration Request, or and (B) with respect to in the case of clauses (1), (2) and (3) below, for more than an offering aggregate of one hundred twenty (120) days in any consecutive 12-month period commencing on the Registrable Securitiesdate hereof or more than ninety (90) days in any consecutive 120-day period, an audit except, in the case of clause (other than the regular audit conducted B), as a result of a review of any post-effective amendment by the Company at the end of its fiscal year) would be required Commission prior to be conducted pursuant declaring any post-effective amendment to the Securities Act or the rules and regulations promulgated thereunder, the form on which the Registration Statement is effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be filed, or otherwise by the SEC, or by the managing underwriterdeclared effective), if any, unless any of the holders following events shall occur: (1) the representative of the underwriters of an underwritten offering of Common Stock has advised the Company that the sale of Registrable Securities seeking inclusion in pursuant to such offering agree to pay the cost of such audit, or (C) the Board or a committee thereof determines, in its reasonable judgment, that such registration Registration Statement would have a material adverse effect upon on such underwritten offering; (2) the Company majority of the Company’s board of directors shall have determined in good faith that (a) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any material or potentially material financing, merger, acquisition, sale, corporate reorganization, reorganization or merger or other material transaction involving the Company, including negotiations related thereto, (b) upon the advice of counsel, the sale of Registrable Securities pursuant to such Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable laws or (c) (i) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (ii) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (iii) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (3) the majority of the Company’s board of directors shall have determined in good faith that it is required by law, rule or regulation or Commission-published release or interpretation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement, including for the purpose of (a) including in the Registration Statement any prospectus required under Section 10(a)(3) of its affiliates; providedthe Securities Act, however(b) reflecting in the Prospectus any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, that individually or in the aggregate, represents a fundamental change in the information set forth therein, or (c) including in the Prospectus any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use commercially reasonable efforts to cause the Registration Statement to become effective or to promptly give amend or supplement the Initiating Holders written notice of Registration Statement on a post-effective basis or to take such determination containing a general statement action as is necessary to make resumed use of the reasons for such postponement and an approximation Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of such delayRegistrable Securities as soon as possible. (ii) With respect Each Holder agrees that, upon receipt of the notice referred to an underwritten public offering of shares of Common Stock pursuant to an effective Registration Statementin Section 4(a)(iii)(C), each holder of Registrable Securities agrees, if requested by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of securities of notice from the Company of the same class as existence of any fact of the securities included kind described in Section 4(a)(iii)(D) hereof or a notice from the Company of any of the events set forth in Section 4(b)(i) (in each case, a “Suspension Notice”), such Registration Statement, including a sale Holder will forthwith discontinue disposition of Registrable Securities pursuant to Rule 144 under the Securities Act Registration Statement until (except as part A) such Holder’s receipt of such underwritten registration)the copies of the supplemented or amended Prospectus contemplated by Section 4(a)(xii) hereof, during the ten or (10B) day period prior to, and during the forty-five (45) day period beginning, on the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified thereof it is advised in writing by the Company or that the managing underwriter or underwriters; provided, however, that all officers and directors use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. Each Holder receiving a Suspension Notice hereby agrees that it will either (1) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession that have been replaced by the Company and with more recently dated Prospectuses, or (2) deliver to the Company (at the Company’s expense) all copies, other holders holding 2% or more than permanent file copies then in such Holder’s possession, of the Company's issued Prospectus covering such Registrable Securities that was current at the time of receipt of such notice. (iii) In addition, at least ten (10) business days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company will notify each Holder of the information the Company requires from that Holder, including any update to or confirmation of the information contained in the Selling Stockholder Questionnaire, if any, which shall be completed and outstanding capital stock enter into similar agreements. The provisions delivered to the Company promptly upon request and, in any event, within five (5) business days prior to the applicable anticipated filing date; and provided further that any Registrable Securities of this Section 5.3(a)(ii) a Holder shall not apply be included in meeting any demand threshold set forth in this Agreement if it has not promptly provided a Selling Stockholder Questionnaire, or updates thereto, as reasonably requested by the Company. Each Holder further agrees that it shall not be entitled to any be named as a selling security-holder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities prevented at any time, unless such Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence and, if an Underwritten Offering, entered into an underwriting agreement with the underwriters and a lock-up letter in accordance with Section 2(f) and Section 4(a), as applicable. If a Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall be permitted to exclude such Holder from being a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 4 will be used by applicable statute or regulation from entering into such agreement; provided, however, that any such holder shall undertake the Company in its request the preparation of the Registration Statement and hereby consents to participate in any such underwritten offering, not to effect a public sale or distribution of any applicable class of securities commencing on the date of sale inclusion of such applicable class of information in the securities unless it has provided not less than forty-five (45) days' prior written notice of such sale or distribution to the underwriter or underwritersRegistration Statement.

Restrictions on Holders. (i) Notwithstanding anything Subject to the contrary contained hereinprovisions of this Section 4(b), following the effectiveness of a Registration Statement, the Company shall be entitled may direct the Holders and RBL Holders, in accordance with Section 4(b)(ii), to postpone for a reasonable period suspend sales of time Registrable Securities pursuant to such Registration Statement and the filing use of any Prospectus or preliminary Prospectus contained therein for such times as the Company reasonably may determine are necessary and advisable (but in no event, for more than an aggregate of ninety (90) days in any consecutive twelve-month period commencing on the date hereof or more than sixty (60) days in any consecutive ninety (90)-day period, except as a result of a review of any post-effective amendment by the Commission prior to declaring any post-effective amendment to the Registration Statement under Sections 3 or 4 hereof effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (A1) any other Registration Statement for an offering the majority of the Company's securities has been filed ’s board of directors shall have determined in good faith that (a) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, consolidation, business combination, disposition, tender offer, corporate reorganization or other significant transaction involving the SEC prior toCompany, or is anticipated to be filed within thirty (30b) days fromupon the advice of counsel, the receipt sale of a Demand Registrable Securities pursuant to such Registration Request, or (B) with respect to an offering Statement would require disclosure of the Registrable Securities, an audit (other than the regular audit conducted by the Company at the end of its fiscal year) would be nonpublic material information not otherwise required to be conducted pursuant to disclosed under applicable laws and (c) (i) the Securities Act or Company has a bona fide business purpose for preserving the rules and regulations promulgated thereunder, the form on which the Registration Statement is to be filed, or otherwise by the SEC, or by the managing underwriter, if any, unless the holders of Registrable Securities seeking inclusion in such offering agree to pay the cost confidentiality of such audittransaction, or (Cii) the Board or a committee thereof determines, in its reasonable judgment, that such registration disclosure would have a material adverse effect upon on the Company or interfere the Company’s ability to consummate such transaction or (iii) the proposed transaction renders the Company unable to comply with any financingCommission requirements, mergerin each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, acquisition, sale, corporate reorganizationas applicable, or other (2) the majority of the Company’s board of directors shall have determined in good faith that it is required by law, rule or regulation or Commission-published release or interpretation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement, including for the purpose of (a) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act, (b) reflecting in the Prospectus any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein, or (c) including in the Prospectus any material transaction involving information with respect to the Company plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of its affiliates; providedany such suspension, however, that the Company shall use commercially reasonable efforts to cause the Registration Statement to become effective or to promptly give amend or supplement the Initiating Holders written notice of Registration Statement on a post-effective basis or to take such determination containing a general statement action as is necessary to make resumed use of the reasons for such postponement and an approximation Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of such delayRegistrable Securities as soon as possible. (ii) With respect Each Holder and RBL Holder agrees that, upon receipt of the notice referred to an underwritten public offering of shares of Common Stock pursuant to an effective Registration Statementin Section 4(a)(iii)(C), each holder of Registrable Securities agrees, if requested by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of securities of notice from the Company of the same class as existence of any fact of the securities included kind described in Section 4(a)(iii)(D) hereof or a notice from the Company of any of the events set forth in Section 4(b)(i) (in each case, a “Suspension Notice”), such Registration Statement, including a sale Holder will forthwith discontinue disposition of Registrable Securities pursuant to Rule 144 under the Securities Act Registration Statement until (except as part A) such Holder’s receipt of such underwritten registration)the copies of the supplemented or amended Prospectus contemplated by Section 4(a)(xii) hereof, during the ten or (10B) day period prior to, and during the forty-five (45) day period beginning, on the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified thereof it is advised in writing by the Company or that the managing underwriter or underwriters; provided, however, that all officers and directors use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. Each Holder and RBL Holder receiving a Suspension Notice hereby agrees that it will either (1) destroy any Prospectuses, other than permanent file copies, then in such Holder’s or RBL Holder’s possession that have been replaced by the Company and with more recently dated Prospectuses, or (2) deliver to the Company (at the Company’s expense) all copies, other holders holding 2% than permanent file copies then in such Holder’s or more RBL Holder’s possession, of the Company's issued and outstanding capital stock enter into similar agreements. The provisions of this Section 5.3(a)(ii) shall not apply to any holder of Prospectus covering such Registrable Securities prevented by applicable statute or regulation from entering into that was current at the time of receipt of such agreement; provided, however, that notice. In the event the Company shall give any such holder notice, the time period regarding the effectiveness of such Shelf Registration Statement set forth in Section 2 hereof shall undertake in its request to participate in any such underwritten offering, not to effect a public sale or distribution be extended by the number of any applicable class of securities commencing on days during the period from and including the date of sale the giving of such applicable class notice pursuant to Section 4(a)(iii)(D) hereof to and including the date when each selling Holder covered by such Shelf Registration Statement shall have received the copies of the securities unless it has provided not less than forty-five (45supplemented or amended Prospectus contemplated by Section 4(a)(xiii) days' prior written notice hereof or shall have been advised in writing that the use of such sale or distribution to the underwriter or underwritersProspectus may be resumed.